Golden Saint Resources : Audited results for financial year ended 31Dec2015

28 June 2016

Golden Saint Resources Ltd

('GSR' or the 'Company')

Audited results for the financial year ended 31 December 2015

The Board of Directors of Golden Saint Resources Ltd is pleased to announce the audited results for the financial year ended 31 December 2015.

Highlights within the 12 months to 31 December 2015

· The bulk sampling programs in the Tongo and Baja license areas produced promising results in its early stages and this was evidenced by the recovery of some good quality rough diamonds as announced previously; notably nine clear white diamonds of 9.475 carat, 9.65 carat, 2.77 carat, 1.82 carat, 1.0 carat, 0.8 carat, 0.775 carat, 0.53 carat and 0.325 carat in the Tongo license area; two light coloured purple diamonds of 2.45 carat and 0.525 carat and two white diamonds of 0.970 carat and 0.820 carat in the Baja license area.

· In the Zimmi areas (where the Company actively sponsored artisanal mining operations until the second half of 2015), the Company also announced the recovery of six rough diamonds comprising 2.54 carat, 1.3 carat, 0.73 carat, 0.69 carat, 0.30 carat and 0.26 carat.

· During the year ended 31 December 2015 the Company raised a total of £1,073,678 (before expenses) through the issue of 1,646,732,486 ordinary shares of no par value ('Ordinary Shares') as a result of market placings and subscriptions.

· On 5 March 2015, all outstanding convertible loan notes were converted by Darwin Strategic terminating the agreement made with Darwin Strategic Limited in October 2014 to issue further unsecured convertible bonds.

· The Company appointed Rock Forage Consulting Services ('Rock Forage'), part of the Rock Forage Mining Limited group, as its Technical and Exploration Consultant, to guide the Company's technical team on the exploration and bulk sampling of diamond and gold bearing deposits on its licenses held in Sierra Leone.

· On 3 July 2015, the Company announced further diamond recoveries pursuant to the bulk sampling programs in Baja and Tongo.

· From the site visit in August 2015, Rock Forage observed remnant potential alluvial gold and diamond deposits in the more inaccessible places and they recommended various mining methods including robust dredging techniques to be assessed in order to optimise extraction from accurately mapped and prioritised targets.

· During their second site visit, Rock Forage oversaw and advised on the implementation of the necessay improvements and modifications to to the Dove Explorer 1 at Tongo with a view to improve productivity when gravel washing resumed.

· On 8 December 2015, the Company announced a further recovery of 3.58 ounces of gold from bulk sampling operations which was subsequently sold locally for Sierra Leonean leone 16,711,500 (approximately £2700).

· The Diamond Club generated approximately USD $26,000 in confirmed sales during the financial year.

Highlights of operations post 31 December 2015

· From 1 January to date the Company has raised a further £1,086,930 (before expenses) through the issue of 2,030,232,142 Ordinary Shares as a result of market placings and subscriptions.

· Licence renewal applications for all three exploration licences were submitted on 23 March 2016 to the National Minerals Agency ('NMA').

· The Company participated in the Myanmar International Gems, Jewellery and Watch Expo from 1 to 4 April 2016.

· On 16 May 2016 , the Company received written confirmation from NMA that its three licence renewal applications had been approved by the Minister of Mines. Details of the terms of the renewal are pending.

A copy of the Annual Report and Accounts has been posted to Shareholders today together with a Notice of the Annual General Meeting ('AGM') to be held at Gledden Building, Level 3, 731 Hay Street, Perth, WA 6000 on 28 July 2016 at 11.00a.m. (WST) and copies of both documents are available on the Company's websitewww.goldensaintresources.com

Set out below are extracts of the Company's audited results for the year ended 31 December 2015.

For further information please contact:

Executive Chairman's Review

Overview

I am pleased to report that despite the extremely challenging operating conditions presented by the continuation of the Ebola outbreak during the period under review, the Company made significant progress in its ongoing exploration and bulk sampling operations. Early recoveries of diamonds and gold from our Tongo and Baja licence areas were positive indicators of the further diamond and gold deposits as we continue with our exploration operations. The Company also recovered some diamonds in the Zimmi areas where the Company actively sponsored artisanal mining operations during the main part of 2015. With the appointment of the new technical consultants, Rock Forage Consulting Services ('Rock Forage'), the Company has been able to improve the efficiencies of the gravel washing processes by modifying the configuration of the Dove Explorer.

During the period under review, the Company also negotiated an exit from its convertible loan facility which it entered into with Darwin Strategic Limited on 20 Octoner 2015, leaving the Company virtually free of debt.

Financial review

The Group's net loss of USD 2.063 million for the full financial year ended 31 December 2015 was a significant reduction of USD 1.672 million (44.8%) compared to the previous financial year (2014:USD 3.735 million). Operating expenses comprise mainly exploration expenses and general administrative costs of a corporate and management level. The large reduction in expenses from last year was due primarily to the lower operating activity level resulting from the disruptions and stoppages caused by the outbreak of Ebola in 2014 which continued into 2015. The Group also rationalised and restructured its operations to cut costs and optimise efficiencies where possible. The Group's mining operations during the year under review continue to be focussed on bulk sampling and exploration activities.

As at 31 December 2015, the Group had USD 13,000 available for continuing exploration and working capital purposes. However subsequent to the year end and up to the date of this report, the Group had managed to raise approximately USD 1.5 million in cash to continue to support its bulk sampling operations.

Audit opinion

The consolidated annual financial statements were audited by the Company's auditors, Greenwich & Co Audit Pty Ltd. The auditors' report contains an emphasis of matter with regard to the continuation as a going concern as follows:

Emphasis of matter - Inherent uncertainty regarding continuation as a going concern

Without modifying our opinion, we draw attention to the notes to the financial report, which describes that the ability of the company to continue as a going concern is dependent on capital raisings via equity issues to the market, and the successful realization of a commercial mining operation in Sierra Leone. As a result there is material uncertainty related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern, and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.

Board and Senior Management Changes

On 7 August 2015, the Company announced a Board restructuring with Mr. Cyril D Silva stepping down from his current Executive Chairman position and taking on the role of full time CEO and Executive Director in order to provide more focus and direction on the daily operational aspects of the business in Sierra Leone. Mr. David McDonald, assumed the role of Executive Chairman as a result of the restructuring.

The Company appointed Mr Alimamy Wurie as Executive Director to the Board of Golden Saint Resources Ltd with effect from 10 February 2016. Mr Wurie is a member of each of the Audit Committee, the Remuneration Committee and the AIM Rules Compliance Committee. Mr Wurie brings a wealth of experience to the Board, in terms of his mining engineering qualifications and his advisory role as a member of the Minerals Advisory Board in Sierra Leone.

The Company would like to thank Mr Cyril D' Silva, Mr Steve Ledger and Mr Simon Lawton for their contributions to the Company when they resigned from the Board on 10 February 2016, 23 November 2015 and 28 February 2015 respectively. Mr D' Silva also resigned from his position as non Board CEO of the Company with effect from 1 April 2016 but has entered into a consultancy agreement with the Company to assist the Board on raising funds from investors. Mr Ledger also stepped down from his position as Company Secretary on 8 December 2015. Mr David McDonald, the Company's Executive Chairman is currently acting as the Company's interim Company Secretary until the Company appoints a replacement.

Outlook

The mining industry in Sierra Leone experienced a challenging 2015 calendar year as evidenced by the well-publicised difficulties faced by two of the largest companies London Mining and African Minerals and of several other mining companies faced with the cancellation of their mining licences. The Directors are cognisant of the fact that the contribution of the mining industry to Sierra Leone's post Ebola economy remains significant and hence are cautiously optimistic that junior explorers like Golden Saint Resources who are looked upon favourably by the Ministry of Mines will find themselves in a good position to take advantage of opportunities to grow the Company's interest.

Looking forward, the Directors believe that with its firm footing and focus on its existing exploration and alluvial mining operations in Baja, Tongo and Moa, the outlook remains positive and we aim to deliver the results that will enhance shareholder value to our loyal shareholder base who have continued to show strong support for the Company throughout the difficulties faced by the Company over the past two years.

The Company is encouraged by the exploration results to date and this note of confidence is reinforced by the recent approval by the Minister of Mines (on the recommendation of the Minerals Advisory Board)in relation to the renewal of the existing three exploration licences by the local Sierra Leone Government National Minerals Agency, for which as at the date of this report, the Company has already notified the NMA of its acceptance to renew all three exploration licences and are awaiting to receive the final renewal terms.

Finally, I wish to thank my fellow Directors, shareholders, business associates and staff for their unstinting support and I look forward to the further development and expansion of our business over the coming years.

David McDonald

Executive Chairman

Operations Update

LOCATIONS

Golden Saint Resources Limited (GSR) has three main projects in Sierra Leone; Tongo, Baja and Moa. All three projects, for which GSR is renewing its exploration licences, are located in the Bo and Kenema districts of the Southern and Eastern provinces of the country. The Tongo and Baja licence areas are located within the Tongo Diamond Field, which is considered highly prospective for diamonds. Within the Baja project, there is a section of the Sewa River, which is known to contain alluvial diamonds and gold and is locally worked by artisanal miners. The Moa project is also prospective for gold as well as diamonds as the licence area extends into the foothills of the Kambui Hills, which is part of the greenstone belt of Sierra Leone.

Tongo(Licence number EL86/2011 (currently under renewal)) is located close to Lowuma Village, which is approximately 56km east of Kenema Town in the Lower Bambara Chiefdom of Kenema District and approximately 356km east of Freetown. From Freetown to Kenema there is approximately 300km of well paved bitumen surfaced road with an unmade but graded road between Kenema and the licence area.

Baja (Licence number EL87/2011 (currently under renewal)) is located approximately 52km northeast of Bo in the Kando Lekpeama and Simbaru Chiefdoms in the Kenema District of the Eastern Province and in the Komboya, Badjia and Baoma Chiefdoms in the Bo District of the Southern Province. It is approximately 292km east of Freetown. From Freetown to Baoma is approximately 273km of well paved bitumen surfaced road. The distance from Baoma to the licence area is approximately 19km of unmade but graded road.

Moa (Licence number EL07/2012 (currently under renewal)) is situated approximately 46km southwest of Kenema City in the Koya and Dama Chiefdoms in the Kenema District of the Eastern Province. It is approximately 316km east of Freetown. There is approximately 290km of bitumen road between Freetown and Blama and approximately 26km of unmade but graded lateritic road between Blama and the licence area.

In addition to the above three projects, until late 2015 GSR, through Golden Saint Diamonds (SL) Ltd (GSR's 75 per cent owned subsidiary), actively sponsored a number of artisanal mining operation in the Zimmi and Rowaka areas. The Zimmi project is located in the Southern Province close to the border with the Republic of Liberia. The Zimmi area has a history of diamond occurrences along the rivers and streams. The GSR Zimmi project area has produced a number of coloured diamonds to date although this does not necessarily reflect on their value.

GENERAL GEOLOGY OF PROJECT AREA

The three projects lie within the stable Man craton of West Africa, which covers two-thirds of Sierra Leone. The Man craton is geologically subdivided into the Leonean and Liberian events, which comprise tectonothermal events leading to the emplacement of synkinematic granites, the greenstone belts and other late kinematic events. The Tongo and Baja projects lie within the known diamond fields of Sierra Leone (P. K. Hall, 1960); these cover most of the Eastern Province and the eastern half of the Southern Province. Diamonds occur in the primary host rock of kimberlite pipes or dykes intruded along fissure shears, such as those of the Koidu mine kimberlite deposit. The Koidu kimberlite dykes and pipes have been dated to the Jurassic period.

Alluvial diamonds also occur in Sierra Leone as a result of the weathering and erosion of diamondiferous kimberlites, though the diamonds are usually smaller and in much lower concentration than those found in the kimberlites. Alluvial diamonds have been mined in both the Woa stream in the Tongo licence area and in the Sewa River that passes through the Baja licence area.

Hall (1968) noted that alluvial diamond deposits are almost invariably located on the river terraces (which he referred to as the coastal plains) and in the active channels of the rivers and stream; as per standard rules of deposition in alluvial environments, bends in rivers are also important sedimentary traps for alluvial diamonds.

The Moa project is located to the southern end of the Kambui hills, which is part of the Archaean greenstone belt. The greenstone belt is known to host gold deposits in Sierra Leone and across the Man Shield. These gold deposits are largely associated with ductile deformation and high strain zones adjacent to or within crustal scale shear zones and also at the contacts between the granite and the greenstones, such as found at the Baomahun deposit in the Kangari Hills - Sula Mountains greenstone belt of Sierra Leone.

Alluvial gold in Sierra Leone is found within the rivers and streams across the country, particularly in the watershed around the Kangari Hills - Sula Mountains and the Kambui Hills immediately to the northwest of the Moa licence area.

EXPLORATION WORK DURING REPORTING PERIOD UNDER REVIEW

Exploration continued to progress well throughout the reporting period.

The strategy of the ongoing exploration for both diamond and gold has always been to:

1. Identify the regional shear structures beneath the transported cover where potential diamondiferous kimberlites could be located.

2. To identify hard rock gold deposits in Archean terrain and in placer accumulations in alluvial deposits.

3. To target areas where artisanal workings are evident with a view to identifying economic alluvial deposits that could be worked in the near term thus generate a cash flow to support longer term exploration for hard rock gold and diamond deposits.

To achieve the above, the work plan was organised to include;

1. geological mapping;

2. follow up on airborne magnetic survey targets;

3. artisanal mapping; and

4. bulk sampling.

GEOLOGICAL MAPPING

Regional geological mapping continued throughout the exploration period. This mapping is in an effort to identify the various geological stratigraphy, structural controls and mineralisation of the project areas.

In both Tongo and Baja project areas, baselines were created within the concessions running from west to east at 2km spacing. These baselines were traversed from start to end and outcrops were mapped at 50m intervals where possible. A total of 580 rock samples were collected and are stored for any petrographic analysis if required.

Based on the preliminary assessment, most of the rocks found in the Baja and Tongo projects were ultramafic including tremolite-chlorite schist, talc-chlorite schist and anthophyllite schist interceded with amphibolite and rarely with metasediments. The mafic group was represented mainly by the amphibolite.

In Moa, the licence area has been mapped to a scale of 1:10,000 along a 10km baseline with a total of 10km of transects cross cutting the baseline. During the course of the geological mapping some surface samples were taken.

FOLLOW UP ON AEROMAGNETIC SURVEY TARGETS

Aeromagnetic survey was completed by Geotech Airborne Ltd in November, 2013 over the three project areas of Tongo, Baja and Moa.

Core Geophysics Pty (Core) was commissioned by GSR to quality control, process image and generate a structural interpretation from the three aeromagnetic surveys completed over the projects.

The aeromagnetic surveys have greatly improved the geology and structural understanding of the projects. Within the Tongo and Baja projects, the processed data have identified strong ENE -WSW structural trends beneath transported cover, consistent with the regional structures hosting kimberlite dykes and known diamond resources located within the neighbouring tenements. At Moa, the data have identified a number of major structures and finer scale fabrics which may control or host gold mineralisation.

At Tongo, a total of 37 dyke targets, 14 pipe targets and 5 alluvial targets were selected from the processed data of which 12 dykes, 3 pipes and 2 alluvial targets have been given a high priority.

At Baja, 79 dyke targets, 4 pipe targets and 5 alluvial targets were selected from the processed data of which 17 dykes, and 2 alluvial targets have been given a high priority.

At Moa 6 broad target areas for gold mineralisation have been defined, of which 2 are given a high priority along with 3 sites for alluvial diamonds selected along the Moa River.

Follow up ground programmes including sampling and further mapping continued in the reporting period. A team of GSR geologists and geo technicians have been engaged in identifying and mapping of all geophysical targets.

ARTISANAL MAPPING

Artisanal mapping has continued in all licence areas throughout the reporting period. The reason for this is to have a fair knowledge on how much of the gravels in the terraces are still intact and how much has been mined. Mining in the licence areas is mainly by locals. Such mining is mostly observed to be haphazard and unplanned. The geo technicians have been engaged in mapping out all artisanal pits within the concessions.

BULK SAMPLING OF ALLUVIAL GRAVELS.

Bulk sampling of alluvial gravels continued in the Tongo and Baja licence areas during the reporting period. This programme was carried out in order to identify valuable alluvial resource with an economic grade for small scale mining as a faster means of income generation for the company.

This process was carried out after the amendment of the exploration work plan. The National Mineral Agency of Sierra Leone authorised the company to carry out the exercise as part of their exploration programme.

Gravel was extracted mechanically, using a D8 Bulldozer and a 330 Cat excavator. Casual labour was used in some areas where the excavator reach was found to be too short to extract basal gravels.

In Baja, gravels were extracted and put on stockpiles at Baja site 1 and Baja site 2. Though conditions were difficult, gravels were processed using the Dove Explorer at Baja site1. Baja site 2 still holds two stockpiles of gravel of about 2,500 tonnes each to be processed in the coming months. The expected processing rate of washing is about 4 tonnes per hour over the next 6 months subject to weather conditions.

Washing continued with positive finds at Baja site 1. A total of 637 stones amounting to 233 carats were recovered from 2500 tonnes of gravel between January 2015 and February 2015. Varying colours have also been exhibited, with whites to yellows displayed.

In Tongo, a total of 202 stones amounting to 154 carats were recovered in 1000 tonnes of gravel processed at site 1 between April 2015 and May 2015. This was done in very strong collaboration with the communities in the vicinity of the project. There are about 500 tonnes of gravels left in the stockpile for processing.

From the diamonds recovered in Baja and Tongo, 125.37 rough carats have been shipped from Sierra Leone to Perth in August 2015 and arrangements are being made for them to be cut, polished and graded if necessary. The remaining rough diamonds are kept in a safe in our office in Sierra Leone and when we have accumulated the economic quantity to ship to Perth, a secured logistics provider will be engaged to manage the export to Perth.

In August 2015, 3.58 ounces of gold were also recovered from both the bulk sampling operations in Tongo and the Makali area and these were sold locally for 16,711,500 Sierra Leonean Leone as the quantity was not deemed sufficient for export.

Positive developments and milestones continued to be reached in the exploration and bulk sampling programmes, despite some difficulties encountered. This has been made possible as a result of the strong effort of the local team that is implementing the project on the ground.

In the Moa licence's bulk sampling is yet to commence. Much planning is required due to little terrace development within the concession and thus the active channel may be targeted by dredging.

APPOINTMENT OF ROCK FORAGE MINING CONSULTANTS

With the objective of advancing GSR's work in the field, in July 2015, Rock Forage Mining Consultancy (A South Africa based consultancy) was appointed to work with the local team by integrating data previously generated by GSR from its soil sampling analysis and data from neighbouring licences in order to provide an ongoing work programme for its exploration operations and to supervise the bulk sampling programme.

The Rock Forage team, including the CEO, Mr Pierre Fourie and Lead Geologist, Dr. John Ward, visited the projects in August of 2015.The visit was to look at the potential that exists in all the licence areas and to give advice on sampling and future mining methods. The bulk sampling site at Tongo was also visited.

Based on observations made by the consultants, a modification of the wash plant was recommended. It was advised that a scrubber be added to the Dove plant. This was to ensure that the clay content of the gravel is thoroughly treated and removed, so that the clean gravel feeds into the Dove plant. A gold tray was to be attached to the improvised scrubber to collect the gold.

These recommendations were followed by the technical team on ground. A new wash plant setup (Golden Dove setup) has been installed at Tongo site 1 for gravel processing. Washing of gravels is due to commence as the Rock Forage team make their return to observe the new plant setup.

For the Moa project, dredging was best recommended by the consultants and a soil sampling programme for gold at the margins of the Kambui greenstones belt. This programme is set to commence in the early dry season.

In addition, following consultations with Rock Forage and due to the reasons detailed below, the Board announced on 10 February 2016 that it had decided to reduce the Baja licence area from 240.11km to approximately 59.51km, relinquishing approximately 180.6Km:

Ø results of the stream sediment samples collected in the areas to be relinquished did not show any traces of diamond or gold deposits;

Ø active and recent artisanal workings are found close to the Sewa river which is within the area to be retained;

Ø the grade of diamonds found in the Bawa upstream, which is within the area to be relinquished, is not economical for mechanised mining;

Ø historical data, in the area to be retained, reported mineralisation close to the Sewa river; and

Ø the aeromagnetic survey interpretation, in the area to be retained, showed high priority target with rank 1 in the Sewa terraces and few kimberlite targets within the area to be relinquished.

Hence, on submission of the licence renewal request to the National Minerals Agency, the Board applied for a renewal of this reduced area only.

Outlook

With the renewal of the three exploration licences expected to be in place in the coming months, the operations will continue to be focussed on geological mapping, following up on airborne magnetic survey targets, artisanal mapping, and bulk sampling. Bulk sampling activities will include the completion of the gravel washing of existing stockpiles at both Tongo and Baja site 2. We expect to also embark on a new work programme for further gravel extraction at Baja, Tongo and Moa subject to the recommendations by Rock Forage after their site visit at the end June 2016.

Competent Person Statement

The information in this release that relates to the general geology of the area is based upon information previously compiled by Wardell Armstrong International Ltd and has been reviewed by Dr John D Ward (Pr. Sci. Nat; PhD) of Rock Forage. Dr John D Ward is an independent consultant employed by Rock Forage Mining Limited and is a Fellow of The Geological Society of South Africa. Dr Ward has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and the activity in which he is undertaking to qualify as a Competent Person under the 2012 Edition of the Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves (JORC Code).

Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the year 1 January 2015 to 31 December 2015

Consolidated Statement of Financial Position

As at 31 December 2015

Consolidated Statement of Cash Flow

For the year 1 January 2015 to 31 December 2015

Consolidated Statement of Changes in Equity

For the period 1 January 2015 to 31 December 2015

Notes to the Financial Statements

Accounting Policies

1.1 Corporate information

The consolidated financial statements of Golden Saint Resources Ltd for the financial year ended 31 December 2015 were authorised for issue in accordance with a resolution of the Directors on 27 June 2016.

The registered office of Golden Saint Resources Ltd, the ultimate parent of the Group, is 171 Main Street, Road Town Tortola VG 1110 British Virgin Islands.

The principal activity of the Group is early stage diamond and gold exploration with three Exploration Licenses in Sierra Leone.

1.2 Basis of preparation

The consolidated financial statements of Golden Saint Resources Limited and its controlled entities ('the Group') have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and adopted by the European Union (EU) as they apply to the financial statements of the Group for the period 1 January 2015 to 31 December 2015.

The consolidated financial statements have been prepared on a historical cost convention basis, except for certain financial instruments that have been measured at fair value. The consolidated financial statements are presented in US dollars and all values are rounded to the nearest thousand except when otherwise indicated.

1.3 Basis of consolidation

The consolidated financial statements comprise the financial statements of the Group as at 31 December 2015, and for the period then ended.

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date when such control ceases.

The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting.

All intra-group balances, transactions, unrealised gains and losses resulting from intra-group transactions and dividends are eliminated in full.

Total comprehensive income within a subsidiary is attributed to the non-controlling interest even if it results in a deficit balance. A change ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.

Pooling of Interests on Incorporation of Parent Entity

On incorporation of the entity, subsidiaries have been consolidated using the pooling of interests method on the basis that the entities being combined are ultimately controlled by the same parties, both before and after the combination.

Under this method the assets and liabilities of the acquiree are recorded at book value and intangible assets and contingent liabilities are only recognised if they were previously recognised by the acquiree. No goodwill is recorded and expenses of the combination are written off immediately in profit or loss.

The excess of consideration over the value of the acquiree's net assets is recognised in the merger reserve, a negative reserve within equity.

Any non-controlling interest in the acquiree is recognised as the proportion of the assets and liabilities of the acquiree at the date of acquisition. From the date of acquisition forward, a proportionate share of profits, or losses, in the related subsidiary is then attributed to the non-controlling interest.

Subsequent Business Combination

Business combinations occur where an acquirer obtains control over one or more businesses. A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The business combination will be accounted for from the date that control is attained, whereby the fair value of the identifiable assets acquired and liabilities (including contingent liabilities) assumed is recognised (subject to certain limited exceptions).

When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included. Subsequent to initial recognition, contingent consideration classified as equity is not re-measured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability is re-measured in each reporting period to fair value, recognising any change to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date.

All transaction costs incurred in relation to business combinations are expensed to the statement of comprehensive income. The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase.

1.4 Significant accounting judgements, estimates and assumptions

The preparation of the Group's consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes would differ from these estimates if different assumptions were used and different conditions existed.

In particular, the Group has identified the following areas where significant judgements, estimates and assumptions are required, and where actual results were to differ, may materially affect the financial position or financial results reported in future periods. Further information on these and how they impact the various accounting policies is located in the relevant notes to the consolidated financial statements.

1.4.1 Key Judgements

In the process of applying the Group's accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the consolidated financial statements.

Going concern

This report has been prepared on the going concern basis, which contemplates the continuation of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business.

At 31 December 2015, the Group held cash reserves of USD 13,000. Subsequent to year end, the Group raised USD 1,586,000 (GBP 1,087,000) via placement of equity instruments.

The Directors are confident the Group will generate revenue from alluvial diamond and gold sales in second half 2016 and into 2017 which will contribute to cashflow. In addition the Company intends to raise additional equity finance during the course of the year to contribute towards its working capital requirements.

On this basis, the Directors believe that there are sufficient funds to meet the Group's working capital requirements.

The Group recorded a loss of $2,250,000 for the year ended 31 December 2015 and had net assets of $1,354,000 as at 31 December 2015 (Dec 2014: loss of $3,676,000 and net assets of $824,000).

Should the Group be unable to obtain sufficient funding as advised above, there is a material uncertainty which may cast doubt as to whether or not the Group will be able to continue as a going concern and whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial statements.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that might be necessary should the Group not continue as a going concern.

Accruals

Management have used judgement and prudence when estimating certain accruals for contractor claims. The accruals recognised are based on work performed but are before settlement.

Contingencies

By their nature, contingencies will only be resolved when one or more uncertain future events occur or fail to occur. The assessment of the existence, and potential quantum, of contingencies inherently involves the exercise of significant judgement and the use of estimates regarding the outcome of future events. Please refer to Note 20 for further details.

Impairment of assets

The Group assesses each asset or cash generating unit (CGU) every reporting period to determine whether any indication of impairment exists. Where an indicator of impairment exists, a formal estimate of the recoverable amount is made, which is considered to be the higher of the fair value less costs to sell, or the value in use. These assessments require the use of estimates and assumptions such as long-term commodity prices (considering current and historical prices, price trends and related factors), discount rates, operating costs, future capital requirements, closure and rehabilitation costs, exploration potential, reserves and operating performance (which includes production and sales volumes). These estimates and assumptions are subject to risk and uncertainty. Therefore, there is a possibility that changes in circumstances will impact these projections, which may impact the recoverable amount of assets and/or CGUs. Please refer to Note 11 for further details.

Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use.

1.4.2 Key estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

Exploration and evaluation expenditure

The application of the Group's accounting policy for exploration and evaluation expenditure requires judgement in determining whether future economic benefits will arise either from future exploitation or sale or where activities have not reached a stage which permits a reasonable assessment of the existence of reserves. The determination of a Joint Ore Reserves Committee (JORC) resource is itself an estimation process that requires varying degrees of estimation depending on sub-classification and these estimates directly impact the point of deferral of exploration and evaluation expenditure. The deferral policy requires management to make certain estimates and assumptions about future events or circumstances, in particular whether an economically viable extraction operation can be established. Estimates and assumptions made may change if new information becomes available. If, after expenditure is capitalised, information becomes available suggesting that the recovery of expenditure is unlikely, the amount capitalised is written off in the consolidated statement of comprehensive income in the period when the new information becomes available. Exploration and evaluation assets are carried at historical cost less any impairment losses recognised. (Please refer to Note 12 for further details).

1.5 New standards and amendments and interpretations adopted by the Group

The accounting policies applied are consistent with those adopted and disclosed in the Group financial statements for the year ended 31 December 2014, except for changes arising from the adoption of the following new accounting pronouncements which became effective in the current reporting period:

· Annual Improvements to IFRSs 2010-2012 cycle;

· Annual Improvements to IFRSs 2011-2013 cycle.

The adoption of these new accounting pronouncements has not had a significant impact on the accounting policies, methods of computation or presentation applied by the Group. The Group has not early adopted any other amendment, standard or interpretation that has been issued but is not yet effective. It is expected that where applicable, these standards and amendments will be adopted on each respective effective date.

1.6 New standards and amendments and interpretations not yet adopted

A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after 1 January 2015, and have not been applied in preparing these consolidated financial statements. None of these is expected to have a significant effect on the consolidated financial statements of the Group, except the following set out below:

· IFRS 9- 'Financial instruments', addresses the classification, measurement and recognition of financial assets and financial liabilities. The complete version of IFRS 9 was issued in July 2014. It replaces the guidance in IAS 39 that relates to the classification and measurement of financial instruments. IFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: amortised cost, fair value through OCI and fair value through P&L. The basis of classification depends on the entity's business model and the contractual cash flow characteristics of the financial asset. Investments in equity instruments are required to be measured at fair value through profit or loss with the irrevocable option at inception to present changes in fair value in OCI not recycling. There is now a new expected credit losses model that replaces the incurred loss impairment model used in IAS 39. For financial liabilities there were no changes to classification and measurement except for the recognition of changes in own credit risk in other comprehensive income, for liabilities designated at fair value through profit or loss. IFRS 9 relaxes the requirements for hedge effectiveness by replacing the bright line hedge effectiveness tests. It requires an economic relationship between the hedged item and hedging instrument and for the 'hedged ratio' to be the same as the one management actually use for risk management purposes. The standard is effective for accounting periods beginning on or after 1 January 2018. Early adoption is permitted. The group is yet to assess IFRS 9's full impact. At this stage, the directors of the Company have not evaluated the impact of the changes to IFRS 9 on their financial statements going forward. They will do so at an appropriate time in the future.

· IFRS 15 - 'Revenue from contracts with customers' deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. Revenue is recognised when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. The standard replaces IAS 18 'Revenue' and IAS 11 'Construction contracts' and related interpretations. The standard is effective for annual periods beginning on or after 1 January 2017 and earlier application is permitted. The group will be assessing the impact of IFRS 15.

· IFRS 16 - 'Leases' replaces the following standards and interpretations: IAS 17 Leasesand IFRIC 4 Determining whether an Arrangement contains a Lease. The new standard provides a single lessee accounting model for the recognition, measurement, presentation and disclosure of leases. IFRS 16 applies to all leases including subleases and requires lessees to recognise assets and liabilities for all leases, unless the lease term is 12 months or less, or the underlying asset has a low value.

Lessors continue to classify leases as operating or finance. IFRS 16 was issued in January 2016 and applies to annual reporting periods beginning on or after 1 January 2019. The Group will evaluate the potential impact of IFRS 16 on the financial statements and performance measures. This will include an assessment of whether any arrangements the Group enters into will be considered a lease under IFRS 16.

· There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group.

1.7 Summary of significant accounting policies

Exploration and evaluation assets

It is the Group's policy to capitalise the cost of acquiring rights to explore areas of interest. All other exploration and evaluation expenditure is expensed to the statement of profit or loss and other comprehensive income.

The costs of acquisition are carried forward as an asset provided one of the following conditions are met:

· Such costs are expected to be recouped through the successful development and exploitation of the area of interest, or alternatively, by its sale; or

· Exploration activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence of otherwise of recoverable reserves, and active and significant operations in relation to the area are continuing.

When the technical feasibility and commercial viability of extracting a mineral resource have been demonstrated then any capitalised exploration and evaluation expenditure is reclassified as capitalised mine development. Prior to reclassification, capitalised exploration and evaluation expenditure is assessed for impairment.

Impairment

An impairment exists when the carrying amount of an asset or cash-generating unit exceeds its estimated recoverable amount. Any impairment losses are recognised in the statement of profit or loss and other comprehensive income.

The carrying value of capitalised exploration and evaluation expenditure is assessed for impairment at the cash generating unit level whenever facts and circumstances (from an impairment review) suggest that the carrying amount of the asset may exceed its recoverable amount.

Impairment reviews for exploration and evaluation costs are carried out on a project-by-project basis, as each project has the potential to be an economically viable cash generating unit. An impairment review is undertaken when indicators of impairment arise but normally when one of the following conditions applies:

· unexpected geological occurrences render a deposit uneconomic

· title to an asset is compromised

· variations in commodity prices render the project uneconomic

· variations in the currency of operation

· variations to the fiscal and tax legislation in the country of operation.

Property, plant and equipment

Plant and equipment are shown at cost less accumulated depreciation and impairment losses. The initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable to bringing the asset into operation, any incidental cost of purchase, and associated borrowing costs. The purchase price or construction cost is the aggregate amount paid and the fair value of any other consideration given to acquire the asset. Directly attributable costs include employee benefits, professional fees and costs of testing whether the asset is functioning properly. Capitalised borrowing costs include those that are directly attributable to the construction of mining and infrastructure assets.

Property, plant and equipment relate to plant, machinery, fixtures and fittings and are shown at historical cost less accumulated depreciation and impairment losses.

The depreciation rates applied to each type of asset are as follows:

Plant and machinery 10%

Motor Vehicles 15%

Fixtures and fittings 10-20%

Lease Improvements 5 years

Subsequent expenditure is capitalised when it is probable that future economic benefits from the use of the asset will be increased. All other subsequent expenditure is recognised as an expense in the period in which it is incurred. Assets that are replaced and have no future economic benefit are derecognised and expensed through profit or loss. Repairs and maintenance which neither materially add to the value of assets nor appreciably prolong their useful lives are charged against income. Gains/ losses on the disposal of fixed assets are credited/charged to income. The gain or loss is the difference between the net disposal proceeds and the carrying amount of the asset.

The asset's residual values, useful lives and methods of depreciation are reviewed at each reporting period, and adjusted prospectively if appropriate.

Inventories

Inventories are valued at the lower of cost and net realisable value.

Convertible Note

Convertible Notes issued by the Group comprise of convertible notes that can be converted to share capital at the option of the holder and a convertible note derivative whose fair value changes with the Company's underlying share price. The convertible note liability and corresponding discounts are removed from the Statement of Financial Position when the obligations specified in the contract are discharged, this can occur upon the option holder exercising their option or the option period lapses requiring the company to discharge the obligation.

Financial instruments: initial recognition and measurement

a. Financial assets

The Group's financial assets include trade and other receivables, and cash and cash equivalents.

Trade and other receivables

Trade and other receivables are stated at amortised cost less provision for doubtful debts. Trade and other receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.

Trade receivables are generally due for settlement between 30 and 90 days. They are presented as current assets unless collection is not expected for more than 12 months after reporting date. Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off by reducing the carrying amount directly. A provision for impairment of trade receivables is used when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables.

Cash and cash equivalents

Cash and cash equivalents are measured at fair value, based on the relevant exchange rates at balance sheet date. Cash and cash equivalents comprise cash, cash at hand and short-term deposit amounts with original maturity of less than three months. For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

Impairment

The Group assesses at each reporting date whether there is any objective evidence that a financial asset is impaired. A financial asset is deemed to be impaired if there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset (a loss event) and that loss event has an impact on the estimated future cash flows of the financial asset that can be reliably estimated.

b. Financial liabilities

The Group's financial liabilities include trade and other payables and interest-bearing loans and borrowings. All financial liabilities are recognised initially at fair value and in the case of loans and borrowings, less directly attributable transaction costs.

Trade and other payables

Trade and other payables are non-derivative financial liabilities that are not quoted in an active market. It represents liabilities for goods and services provided to the Group prior to the year end and which are unpaid. These amounts are unsecured and have 7-30 day payment terms. Trade and other payables are presented as current liabilities unless payment is not during within 12 months from the reporting date. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.

Interest-bearing loans and borrowings

Interest-bearing loans and borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost using the effective interest (EIR) method. The fair value implies the rate of return on the debt component of the facility. This rate of return reflects the significant risks attaching to the facility from the lenders' perspective.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in profit or loss.

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds e.g. arrangement fees.

The Group capitalises borrowing costs for all eligible assets. Where funds are borrowed specifically to finance the project, the amount capitalised represents the actual borrowing costs incurred. Early repayment of borrowings, specifically for reasons of refinancing do not qualify for capitalising as borrowing costs under IAS 23 and are recognised as a loss on de-recognition in the statement of comprehensive income.

c. Fair value of financial instruments

The following methods and assumptions are used to estimate the fair values:

· Cash and short-term deposits, trade and other receivables, trade and other payables and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

· Initial fair value of interest-bearing borrowings is normally the transaction price, i.e. the fair value of the consideration received. When part of the consideration is for something other than the loan, the fair value is estimated using an appropriate valuation technique.

· For disclosure purpose only, the fair value of unquoted instruments, such as loans and other financial liabilities, is estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities.

d. Other accounting policies

Provisions

Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax amount that reflects current market assessments of the time value of money, and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

Finance income

Interest income is made up of interest received on cash and cash equivalents.

Deferred taxation

Deferred income tax is provided using the balance sheet method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences.

Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses, can be utilised, except:

· In respect of deductible temporary differences associated with investments in subsidiaries, deferred income tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that future taxable profit will be available to allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred income tax assets and deferred income tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

Foreign currencies

i) Functional and presentation currency

The consolidated financial statements are presented in US dollars, which is the Group's presentation currency.

ii) Transaction and Balances

Transactions in foreign currencies are initially recorded in the functional currency at the respective functional currency rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the spot rate of exchange ruling at the reporting date. All differences are taken to the profit or loss, should specific criteria be met.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

iii) Group Companies

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

· Assets and liabilities for each statement of financial position presented as translated at the closing rate at the date of the statement of financial position.

· Income and expenses for each income statement and statement of profit or loss and other comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transactions dates, in which case income and expenses are translated at the dates of the transactions), and

· All resulting exchange differences are recognised in other comprehensive income

Revenue Recognition

Revenue is measured at the fair value of the consideration received or receivable.

The Group recognises when the amount of revenue can be reliably measured, it is probably that future economic benefits will flow to the entity and specific criteria have been met as described below.

i) Interest Income

Interest income is recognised using the effective interest method. When a receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income.

2. Net Operating Expenses

3. Key Management Personnel

· Key Management personnel comprise the Directors.

4. Employee Costs

5. Earnings per share

6. Segment Information

The consolidated entity's operating segments have been determined with reference to the monthly management accounts used by the chief operating decision maker to make decisions regarding the consolidated entity's operations and allocation of working capital.

Due to the size and nature of the consolidated entity, the Board as a whole has been determined as the chief operating decision maker.

The consolidated entity operates in one business segment and one geographical segment, namely mineral exploration industry in Sierra Leone.

The revenues and results of this segment are those of the consolidated entity as a whole and are set out in the statement of profit and loss and other comprehensive income. The segment assets and liabilities of this segment are those of the consolidated entity and are set out in the Statement of Financial Position.

7. Cash and Cash Equivalents

There are no restrictions on the cash currently held by the Group.

8. Trade and Other Receivables

Prepayments relate to payments made in advance for services from the AIM Nomad and Broker as well as a legal retainer for GSR Africa.

Other receivables include deposits made for the purchase of plant and machinery for use in Sierra Leone.

9. Deposits Paid

Current deposits relate to mining equipment leased in Sierra Leone to be used for gold and diamond exploration and production.

10. Inventories

Inventories consist of 98.66 carats of cut, gem quality diamonds.

GSR also has an additional 125.37 carats of rough diamonds which have been shipped from Sierra Leone and arrangements are currently being made to send them to Mumbai for cutting and polishing and subsequently for sale in the GSR Diamond Club. After cutting and polishing the diamonds will be individually and objectively appraised for market value (reflected in its sale price) and then recorded at the lower of cost or market value.

11. Property, Plant and Equipment

12. Exploration and Evaluation Assets

The board of directors regularly assesses the potential of each mineral licence. There was no impairment during the 2015 Financial Year.

The board of directors regularly assesses the potential of each mineral licence. There was no impairment during the 2014 Financial Year.

13. Intangible Assets

There was no impairment recorded during the 2015 Financial Year.

14. Subsidiaries

Details of the Company's subsidiaries at 31 December 2015 are as follows:

15. Taxation

Unrecognised tax losses

Where the realisation of deferred tax assets is dependent on future taxable profits, losses carried forward are recognised only to the extent that business forecasts predict that such profits will be available to the companies in which losses arose.

The parent, GSR, is not liable to corporation tax in BVI, so it has no provision for deferred tax. However, GSR (Australia) Pty Ltd is liable to tax in Australia and GSR (Africa) is liable to tax in Sierra Leone, so potential deferred tax in respect of those companies is noted as follows:

As at 31 December 2015, GSR (Australia) Pty Ltd had losses of USD 2,167,925 (2014: USD 910,833), while GSR Africa had losses of USD 2,457,261 (2014: USD 1,240,697) upon which deferred tax assets are not recognised. These losses are available indefinitely for offset against future taxable profits.

16. Share Capital and Reserves

The share capital of the Company is denominated in Pounds Sterling. Each allotment during the period was then translated into the Group's functional currency, US Dollars at the spot rate on the date of issue.

17. Non-Controlling Equity Interest

On 1 July 2013, the Group acquired a 75% interest in GSR Africa. At this date, the Group recognised a non-controlling interest of USD 21,646, which represented the non-controlling interest's share of net assets in GSR Africa at that date.

For the year ended 31 December 2014, the non-controlling interest's share of losses in GSR Africa was USD 310,174.

For the year ended 31 December 2015, the non-controlling interest's share of losses in GSR Africa was USD 171,575.

18. Trade and Other Payables

Trade payables are non-interest bearing and are normally settled on 7 - 30 day terms.

Accruals relate to end of the financial period audit and accounting services.

Other payables relate to superannuation and tax withheld from salaries payable to the tax office.

19. Financial liabilities

On the 20 October 2014, Golden Saint Resources had entered into an agreement with Darwin Strategic Limited (Darwin) where the Company had agreed to issue Darwin up to GBP 2,000,000 of senior unsecured zero coupon convertible bonds. Please refer to Note 21 for further information.

The value of the convertible note liability has been recorded at its fair value therefore, there is no difference between its fair value and its carrying value.

20. Commitments and Contingencies

The Group is subject to minimum expenditures under the three exploration licences . The amount for each licence can only be determined upon receipt of the renewal terms from the National Minerals Agency.

Aside from those mentioned above, the Group is subject to no commitments or contingent liabilities.

21. Subsequent Events

· The Company carried out capital raisings by way of issue of new Ordinary Shares of no par value on the following dates :

Date Capital raised Placement price No. of new Ordinary shares £ £ per share of no par value

12 Feb 2016 150,000 0.00030 500,000,000

17 May 2016 536,930 0.00056 958,803,571

10 June 2016 400,000 0.00070 571,428,571

· On 3 March 2016, the Company obtained Shareholder approval to raise capital and issue up to 10,700,000,000 Ordinary shares, such approval to be renewed annually by its Shareholders.

· On 14 March 2016, the Company gave notice to terminate the joint broker agreement with Cornhill Capital limited with effect from 14 June 2016.

· Licence renewal applications for all three exploration licences were submitted on 23 March 2016 to the National Minerals Authority ('NMA').

· Under an arrangement announced on 30 March 2016, the Company agreed to pay the salaries of both David McDonald (Executive Chairman) and Cyril D'Silva (CEO) accruing from 1 August 2015 to 31 March 2016 in shares. David McDonald and Cyril D'Silva were issued with 74,200,000 and 207,762,222 respectively of new ordinary shares of no par value in the Company in settlement of accrued salaries of £33,390 and £93,493 respectively. The said shares were issued at a price of £0.00045 per share which was a premium of 20 per cent to the closing middle market price per ordinary share on 29 March 2016.

· On 17 May 2016, the Company agreed with a consultant to issue 62,500,000 new ordinary shares of no par value in lieu of services rendered and to be rendered ( totalling £35,000) up to 31 March 2017. The shares were issued at a price of 0.056 pence per share, being the same as the placing price given to other placees who participated in the Placing of £536,930 on the same date.

On 16 May 2016 , the Company received written confirmations from NMA that its three licence renewal applications were approved by the Minister of Mines.

22. Related Party Transactions

During the financial year to 31 December 2015, fees totalling USD 1,203 (2014: USD 7,913) were invoiced from David McDonald Legal, a company controlled by Mr David McDonald, a director of the Company, in relation to professional services rendered.

During the period of appointment for Mr Steve Ledger (covering the period 1 January 2015 to 23 November 2015), fees totalling USD 58,400 (2014: USD 8,788) were invoiced from Ledger Corporate in relation to professional services rendered. Ledger Corporate is an entity controlled by Mr Steve Ledger, a director of the Company during 2015.

23. Financial risk management objectives and policies

The Group's activities expose it to a variety of financial risks. The Group's Board provides certain specific guidance in managing such risks, particularly as relates to credit and liquidity risk. Any form of borrowings requires approval from the Board and the Group does not currently use any derivative financial instruments to manage its financial risks. The key financial risks and the Group's major exposures are as follows:

Credit risk

The maximum exposure to credit risk is represented by the carrying amount of the financial assets. In relation to cash and cash equivalents, the Group limits its credit risk with regards to bank deposits by only dealing with reputable banks. In relation to sales receivables, the Group's credit risk is managed by credit checks for credit customers and approval of letters of credit by the Group's advising bank for offtake customers. The Group does not have any significant concentrations of credit risk.

Foreign Currency Risk

Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. The table below indicates the currencies to which the Group had significant exposure at 31 December 2014 on its monetary assets and liabilities. The analysis calculates the effect of a reasonably possible movement of the currency rate against the US dollar, with all other variables held constant on the statement of comprehensive income. A positive amount in the table reflects a potential net increase in the consolidated statement of comprehensive income.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. Numbers in the table below represent the gross, contractual, undiscounted amount payable in relation to the financial liabilities. The Group monitors its risk to a shortage of funds using a combination of cash flow forecasts, budgeting and monitoring of operational performance.

24. Capital management

Capital includes equity attributable to the equity holders of the parent. Refer to the statement of changes in equity for quantitative information regarding equity.

The Group's primary objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders. For details of the capital managed by the Group as at 31 December 2015, please see Note 16.

The Group is not subject to any externally imposed capital requirements.

25. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. A sensitivity analysis is not presented, as all borrowing costs have been capitalised as at 31 December 2015; therefore profit or loss and equity would have not been affected by changes in the interest rate.

26. Parent Company Information (Golden Saint Resources Ltd)

Glossary of Technical Terms

The following glossary of terms applies throughout this announcement, unless the context otherwise requires: